The following terms and conditions (the “Agreement”) govern all use of the “UMERGENCY” application (“Application”), The Application is owned and operated by Umergency, LLC, a California Limited Liability Company (“UMERGENCY”). The Application is subject to your (the “User”) acceptance, without modification, of all of the terms and conditions contained herein. BY USING OR ACCESSING ANY PART OF THE APPLICATION, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. UMERGENCY reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time. It is User’s responsibility to check this Agreement periodically for changes. User’s continued use of the Application following the posting of any changes to this Agreement constitutes acceptance of those changes. This Agreement is void where prohibited by law, and the right to access and use the Application is revoked in such jurisdictions.
AGE RESTRICTION
User hereby certifies to UMERGENCY that if User is an individual (i.e., not a corporation), User is at least 16 years of age. User also certifies that it is legally permitted to use the Application.
SCOPE
UMERGENCY empowers college families to manage emergency health situations, providing instant and direct access to vital resources and critical contact information specific to a student’s campus and local community. Securely linked accounts share data between family members and/or trusted contacts, including insurance cards and personal contacts. There is a customized digital consent form allowing medical staff to release information and speak to the family in an emergency and a built-in panic button to alert critical contacts at the touch of a button. A database of the most important stay-safe and health services information are specifically tailored to each student’s college campus and local area.
LICENSE
Subject to the terms and conditions of this Agreement, User shall have a non-exclusive, non-transferrable, non-sub-licensable right to access the application from User’s mobile device, solely for the purposes for which the Application is provided. This license is personal to User and User will not use the Application on behalf of any third party.
LOCATION-BASED SERVICES
UMERGENCY may collect location-based information when User uses the Application to communicate with Emergency Services, User agrees that UMERGENCY has the right to use such information to provide User with Application services and improve the Application. Depending on the functionalities available on User’s mobile device, User may benefit from advanced options to manage the location-based information.
APPLICATION CONTENT
User agrees that the Application contains information and other content specifically provided by UMERGENCY and that such content is protected by copyrights, trademarks, service marks, trade secrets or other proprietary rights and laws. Except as expressly authorized by UMERGENCY in writing, User shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such content. However, UMERGENCY hereby grants User a limited, revocable, non-sub-licensable license to reproduce and display such content (excluding any software code); provided that User includes all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any such content, including any materials or design elements of the Application, for any other purpose, is strictly prohibited, without the express prior written permission of UMERGENCY.
RESTRICTIONS
User shall not, nor permit anyone else to, directly or indirectly: (i) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or underlying algorithms of all or any part of the Application (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (ii) modify or create derivatives of any part of the Application; (iii) rent, lease, or use the Application for timesharing or service bureau purposes; or (iv) remove or obscure any proprietary notices on the Application. As between the parties, UMERGENCY shall own all title, ownership rights, and intellectual property rights in and to the Application, and any copies or portions thereof. User shall not (i) submit false information to the Application or (ii) use the Application for any purpose that is unlawful or prohibited by this Agreement.
INDEMNIFICATION
User is responsible for all of its activity in connection with the Application. User shall defend, indemnify, and hold harmless UMERGENCY, and each of its members, agents, employees, vendors, contractors, officers, directors, shareholders, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from (i) User’s access to or use of the of the Application, (ii) User’s violation of any law or regulation, or (vi) User’s violation of this Agreement.
WARRANTY DISCLAIMER
THE APPLICATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND USE OF THE APP IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PROVIDED BY APPLICABLE LAW, THIS APP IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. UMERGENCY MAKES NO WARRANTY THAT (I) THE APPLICATION IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (II) THE APPLICATION WILL MEET USER’S REQUIREMENTS, (III) THE CONTENT IS ACCURATE, CURRENT, RELIABLE OR CORRECT, (IV) THE APPLICATION WILL BE COMPATIBLE WITH USER’S MOBILE DEVICES. UMERGENCY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO, NOR IS IT LIABLE FOR, ANY ACTS OR OMISSIONS OF ANY THIRD PARTY WHETHER THROUGH THE APP OR ANY HYPERLINKED WEBSITE OR SERVICE, INCLUDING BUT NOT LIMITED TO ANY EDUCATIONAL INSTITUTIONS, MEDICAL PROVIDERS, EMERGENCY SERVICE PROVIDERS OR RESPONDERS (POLICE, FIREFIGHTERS, MEDICAL PERSONNEL, PARAMEDICS, PHYSICIANS, ETC.) THE STABILITY, CONNECTIVITY, OR EFFECTIVENESS OF ANY WIRELESS OR CELLULAR NETWORK DURING ANY EMERGENCY SITUATION. UMERGENCY WILL NOT BE A PARTY TO, NOR IN ANY WAY MONITOR, ANY COMMUNICATION, OR TRANSACTION BETWEEN USER AND THIRD PARTY PROVIDERS OF INFORMATION, PRODUCTS OR SERVICES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
LIMITATION OF LIABILITY
IN NO EVENT SHALL UMERGENCY, OR ITS MEMBERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, PARTNERS, VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE APPLICATION: (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE, (II) FOR ANY BUGS, VIRUSES, MALWARE, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100.00 (U.S.). UMERGENCY SHALL NOT BE RESPONSIBLE FOR, NOR LIABLE WITH RESPECT TO, ANY ERRORS OR OMISSIONS REGARDING THE ACCURACY OR CURRENCY OF THE INFORMATION PROVIDED IN THIS APP, THE ACTS OR OMISSIONS OF ANY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO ANY EDUCATIONAL INSTITUTIONS, HOSPITALS, MEDICAL PROVIDERS, EMERGENCY SERVICES PROVIDERS OR RESPONDERS (POLICE, MEDICAL PERSONNEL, PARAMEDICS, PHYSICIANS, ETC.) OR THE FAILURE OR INNEFECTIVENESS OF ANY WIRELESS OR CELLULAR NETWORK DURING ANY EMERGENCY SITUATION. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
TERMINATION
Except during the occurrence of an Emergency Situation, UMERGENCY may terminate User’s access to the Application at any time, with or without cause. User will be provided with termination notice by account notification and SMS message(s). UMERGENCY may, in its discretion, also provide other (additional) forms of termination notice. Upon termination, User will no longer have access (or attempt to access) the Application. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers and limitations of liability.
PRIVACY
UMERGENCY’s current Privacy Policy is incorporated by reference herein. UMERGENCY strongly encourages Users to read it thoroughly.
MISCELLANEOUS
a) The failure of UMERGENCY to exercise in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. UMERGENCY shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond UMERGENCY’S reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference).
b) If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, so that this Agreement shall otherwise remain in full force and effect and enforceable.
c) This Agreement is not assignable, transferable or sub-licensable by User except with UMERGENCY’s prior written consent. UMERGENCY may transfer, assign or delegate this Agreement and its rights and obligations without consent.
d) This Agreement shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof, and the parties submit to the exclusive jurisdiction and venue of the state and Federal courts located in Los Angeles, California.
e) Notwithstanding the foregoing sentence, (but without limiting UMERGENCY’s right to seek injunctive or other equitable relief immediately, at any time, in any court of competent jurisdiction), any disputes regarding or arising out of this Agreement shall be resolved by binding arbitration in Los Angeles by, and in accordance with the arbitration rules and procedures of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”), except as provided herein. Each party shall be responsible for payment of any JAMS filing and administrative fees. The arbitrator shall be selected by joint agreement of the parties, who shall equally share the fees and costs of the arbitrator. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. In such case each party shall pay the fees and costs of their respective arbitrator, and shall share equally the fees and costs of the third arbitrator and the arbitration administrator. The written decision of the arbitrator(s) shall be final and binding on the parties and any judgment on the award shall be enforceable in any court of competent jurisdiction. The arbitration proceeding shall take place in Los Angeles, California using the English language.
f) Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind UMERGENCY in any respect whatsoever.
Effective Date: August 1, 2016